CMS Energy Corporation (CMS) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Shareholders Meetings of CMS Energy Corporation and Consumers Energy Company. I'm John Russell, Chairman of the Boards. I would like to thank you for joining us today. As you know, we are in an unprecedented time. For the safety of our shareholders and employees, we're conducting our 2020 Shareholder Meeting virtually. We take pride in our transparency and communications with shareholders and remain committed to information flow with our shareholders via our quarterly earnings calls and regular management meetings. The company has appointed a representative from Broadridge Investor Communication Solutions to act as our inspector of elections. Melissa Gleespen, Vice President, Corporate Secretary and Chief Compliance Officer, will serve as the secretary of the meeting. All shareholders at the close of business on the record date of March 3, 2020, are entitled to vote. She has reported to me that a quorum is present, so the meeting is convened. The purpose of the meeting is set forth on the agenda and in the proxy materials. The first item of business is the election of directors as named in the proxy statement. The directors will serve until the next annual meeting or until their resignation or removal. The second item of business is the nonbinding vote on the compensation of the named executive officers as disclosed in the proxy materials. The third item of business is the ratification of PricewaterhouseCoopers as the independent registered public accounting firm for the year 2020. The fourth item of business is a vote on the 2020 performance incentive stock plan. The fifth item of business is the CMS Energy-only vote on the shareholder proposal relating to political contributions disclosure. Patrick Doherty will make a statement in support of the political contributions disclosure proposal on behalf of the New York State Common Retirement Fund. Mr. Doherty, you may now make a statement.

Mr. Chairman, fellow shareholders, my name is Patrick Doherty, and I am speaking today on behalf of the New York State Common Retirement Fund to introduce our Fund's proposal calling on CMS Energy to fully report on its political spending and its policies and procedures for making political contributions with corporate funds. As long-time shareholders of CMS Energy, our Fund supports policies that apply transparency and accountability to corporate political giving. And in our view, such disclosure is fully consistent with public policy. Company executives exercise wide discretion over the use of corporate resources for political purposes and relying only on the limited data available from the Federal Elections Commission and the Internal Revenue Service and give shareholders an incomplete and sometimes misleading picture of a company's political spending. Our Fund believes that a complete disclosure by the company is necessary for investors to be able to fully evaluate the political use of corporate funds. And therefore, on behalf of the New York State Common Retirement Fund, holders of over 588,000 shares of CMS Energy stock, I submit the proposal on political spending disclosure found in your proxy materials. Thank you.

Thank you. No further business is scheduled to come before this meeting. I have been advised by our inspector of elections, we have received -- that we have received sufficient proxies to determine the preliminary outcome of the proposals. It has been reported to me that shares of CMS Energy common stock and Consumers Energy common and preferred stock have voted on the proposals discussed in the proxy material. The inspector of elections has reported that all director nominees are elected, the compensation of our named executive officers is approved, PricewaterhouseCoopers LLP is ratified as our independent registered public accounting firm, and the 2020 performance incentive stock plan is approved. Regarding the CMS Energy shareholder proposal, I had been advised that the proposal has not received the approval of a majority of shares voted and therefore, is not adopted. Details of the voting results will be available for all shareholders in an 8-K that we will file with the SEC. That completes today's formal business. My congratulations to all of the directors on their election and to PwC on its ratification. No questions related to the proposal were submitted, so the 2020 Annual Shareholders Meeting is adjourned. Thank you.